Energy Holdings, Ventura Offshore Agree All-Share Tie-Up Worth $1bn

SED Energy Holdings and Ventura Offshore Holding have signed a letter of intent (LOI) for an all-share combination, forming a publicly listed energy services group with an implied pro forma equity value of approximately $1 billion. The deal, announced in September 2026, is expected to strengthen both companies’ positions in the offshore energy sector and provide greater financial flexibility. (gCaptain, Offshore Engineer)

Transaction Details

Under the proposed transaction, SED Energy Holdings (previously known as SeaBird Exploration) will acquire 100% of Ventura Offshore's outstanding shares. Ventura Offshore shareholders will receive up to 605 million new Energy Holdings shares, with an exchange ratio of 5.50 SED Energy Holdings shares for each Ventura Offshore share. Existing SED Energy Holdings shareholders are expected to own approximately 55% of the combined company, while Ventura Offshore shareholders will hold around 45% on a fully diluted basis. (Splash 247, Offshore Engineer)

The transaction is anticipated to proceed through a scheme of arrangement under Bermuda law, with the final number of shares subject to adjustments related to capital expenditure and the commencement of new contracts for certain rigs. DNB Bank has committed to a $250 million bridge facility to support refinancing of Ventura Offshore’s existing bond and to extend the existing $30 million revolving credit agreement. (Baird Maritime)

Operational Structure and Assets

The combined entity will maintain Energy Holdings as the listed parent company, with Ventura Offshore operating as a dedicated deepwater drilling division alongside existing subsidiaries Energy Drilling and SeaBird Exploration. Ventura Offshore currently owns and operates the drillship DS Carolina and semisubmersible rigs SSV Victoria and SSV Catarina. Additionally, Ventura manages the drillships Atlantic Zonda and Deep Value Driller, which are currently operating in Brazil and Indonesia. (Baird Maritime, Offshore Engineer)

The combined business is expected to have an estimated $1.3 billion in contracted revenue backlog, providing a strong foundation for future growth and operational stability. (Offshore Engineer)

Strategic Fit and Market Opportunity

Energy Holdings, established with the clear ambition to build a portfolio of high-quality, cash-generative energy services businesses, sees Ventura Offshore as an excellent fit. The combination is expected to create opportunities across existing business lines and adjacent offshore services markets. (Baird Maritime, Offshore Engineer)

Guilherme Coelho, CEO of Ventura Offshore, emphasized the strategic alignment of the two companies, stating, "Ventura has built a strong deepwater drilling business with high-quality assets, an experienced organization, long-standing customer relationships, and substantial contracted backlog. By combining with Energy Holdings, our shareholders will continue to participate fully in Ventura’s future while gaining exposure to a larger and more diversified portfolio of cash-generative businesses." (Baird Maritime)

Future Plans and Regulatory Approvals

The transaction is targeted for the first quarter of 2027, subject to definitive agreements, regulatory and Bermuda court approvals, and Ventura Offshore's delisting from Oslo Euronext Growth. The process will involve a scheme of arrangement under Bermuda law, with the final number of shares subject to adjustments related to capital expenditure and contract start dates for certain rigs. (Baird Maritime)

Following completion, Energy Holdings expects the new board to initiate a process to consider a potential US dual-listing and Initial Public Offering (IPO) of the company. (Baird Maritime)

What this means for operators

This all-share deal significantly enhances the operational and financial capabilities of both companies, providing a broader portfolio of cash-generative assets with approximately $1.3 billion of contracted revenue backlog. For ship operators, this combination means greater stability and access to a wider range of services, potentially leading to more robust contractual opportunities and increased market presence. The strategic alignment and expanded asset base are likely to attract more investors and support future growth in the sector.